15 Aug 2011 16:40
15 August 2011
Amur Minerals Corporation
("Amur" or "the Company")
RESULT OF AGM
At today's Annual General Meeting of Amur Minerals Corporation, an exploration and development company focused on East Russia, held at 9 a.m. MDT (16:00 BST) at the offices of Pioneer Management LLC, 100 Fillmore Street, 5th Floor, Denver, CO 80206, all resolutions were duly passed.
Enquiries:
Company Amur Minerals Corp.
| Nomad and Joint Broker RBC Capital Markets | Joint Broker Hybridan LLP | Public Relations Lothbury Financial Services |
Robin Young | Martin Eales | Claire Noyce | Michael Padley |
CEO | |||
+44 (0) 7981 126 818 | +44 (0) 20 7029 7881 | +44 (0) 20 7947 4350 | +44 (0) 20 7868 2010 |
Editors Notes:
Resolutions Considered and Passed at the 15 August 2011 Annual General Meeting
Five resolutions were considered at the Annual General Meeting of Amur Minerals Corporation. Resolutions 1 through 4 were proposed and passed as ordinary resolutions (simple majority) whilst resolution 5 was proposed and passed as a special resolution (75% minimum approval required). The resolutions passed in the Meeting are summarised below:
ORDINARY RESOLUTIONS (Simple Majority)
1. TO receive, consider and adopt the Directors' Report, the Financial Statements and the Report of the Independent Auditors thereon for the year ended 31st December 2010. (Approved)
2. TO re-appoint Robin J Young, who retires on rotation at the meeting as a Director of the Company. (Approved)
3. TO reappoint BDO LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to fix the remuneration of the auditors of the Company. (Approved)
4. THAT the Directors be and are hereby generally and unconditionally authorised to exercise all or any of the powers of the Company to allot up to 100,000,000 Ordinary Shares provided that this authority shall expire (unless previously renewed, varied or revoked by the Company in a meeting of Shareholders) at the conclusion of the annual general meeting of the Company to be held in 2012 save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement notwithstanding such expiry. (Approved)
SPECIAL RESOLUTIONS (75% Approval Required)
5. THAT the Directors be and they are pursuant to Article 14.4 (a) of the Company's articles of association hereby empowered to allot up to 100,000,000 Ordinary Shares for cash pursuant to the authority conferred by Resolution 4 as if the pre-emption rights in Article 14.3 (a) of the Company's articles of association did not apply to any such allotment provided that the power hereby granted shall expire at the conclusion of the annual general meeting of the Company to be held in 2012 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry but otherwise in accordance with the foregoing provisions of this power in which case the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired. (Approved)
Comments on Key Resolutions
Resolution 4: All remaining available authorised ordinary shares approved at an Annual General Meeting expire at the opening of subsequent Annual General Meeting. Hence, it is necessary at each Annual General Meeting to allot new ordinary shares to cover existing share options and allow for potential funding requirements of the Company. The newly allotted ordinary shares are now available from the close of the 15 August 2011 Annual General Meeting through to the 2012 Annual General Meeting.
Resolution 5: The removal of pre-emption rights for the newly allotted ordinary shares approved during the 2011 Annual General Meeting allows the Company the flexibility to raise funds when and as required to cover operational and exploration expenditures incurred over the course of the next year. The removal of the pre-emption rights allows the Company to include new investors and funds that may desire to invest in the Company which presently are not shareholders. This also permits the Company the flexibility to operate within the Russian Federation where it may be necessary for the Company to take on a potential Joint Venture partner should it be required. Lastly, this substantially reduces costs to the Company that would be incurred if pre-emptive rights were not removed.